These Terms & Conditions (“Agreement”) govern all custom orders placed with DIOZ Group International & All DIOZ Global Companies (“DIOZ,” “we,” “us,” or “our”). By placing a deposit, issuing a purchase order, or otherwise confirming an order with DIOZ, the customer (“Customer,” “you,” or “your”) acknowledges, accepts, and agrees to be bound by the terms set out below. These Terms constitute the complete and binding agreement between the parties and supersede any prior understandings, whether written or oral.
- No Returns or Exchanges on Customized Items
All items produced as part of a custom order are made to the Customer’s specifications and are therefore non-returnable and non-exchangeable. Once production begins, orders cannot be cancelled, modified, or refunded except as expressly provided under this Agreement.
- Customer Responsibility for Order Details
The Customer is solely responsible for reviewing and confirming all customization details—including artwork, logos, colors, sizes, quantities, labels, and packaging—prior to approving production. The Customer must retain a signed copy of the final order confirmation (including proforma invoice and approved sample/tech pack) for reference. DIOZ shall not be liable for errors, omissions, or misinterpretations arising from information supplied or approved by the Customer.
- Artwork, Intellectual Property & Indemnification
The Customer warrants that all logos, designs, trademarks, copyrighted material, and artwork supplied to DIOZ are either owned by the Customer or used with the valid, documented authorization of the rightful owner. The Customer shall defend, indemnify, and hold DIOZ harmless from any and all claims, damages, losses, legal fees, or liabilities arising from any alleged or actual infringement of third-party intellectual property, licensing, or publicity rights in connection with any order.
- Sample Approval
No bulk production will commence until the Customer has reviewed and approved the production sample(s) in writing (email confirmation constitutes written approval). Once a sample is approved, DIOZ shall produce the bulk order in accordance with that approved sample. Any changes requested after sample approval may result in additional costs, revised lead times, and/or a new sample round at the Customer’s expense.
- Third-Party Delays
DIOZ shall not be responsible for delays caused by third parties, including but not limited to freight forwarders, shipping lines, airlines, courier companies, customs authorities, port operators, or fabric/trim suppliers. DIOZ shall also not be liable for delays resulting from circumstances beyond its reasonable control, including adverse weather, port congestion, vessel rollovers, or container availability.
- Lead Times
All production lead times quoted by DIOZ are estimates based on standard production conditions and commence only after (a) receipt of the agreed deposit in cleared funds; (b) written approval of all samples; and (c) final approval of artwork, colors, and specifications. Delays caused by late approvals, late deposit payment, or Customer-initiated changes will extend the delivery schedule accordingly.
- Faulty Goods Policy
Goods shall not be deemed faulty unless they contain material production defects that render them unfit for their intended purpose. Minor cosmetic variations, natural fabric irregularities, and acceptable trade tolerances shall not constitute faults. All claims for defective goods must be submitted in writing with photographic evidence within seven (7) days of receipt, failing which the goods shall be deemed accepted.
- Industry-Standard Variance & Color Tolerance
Customers acknowledge that, due to the nature of custom manufacturing, a standard industry variance of up to ten percent (10%) may occur with respect to logo placement and print, fabric consumption, garment measurements, and size grading. Dyed fabrics are subject to lot-to-lot color variation; DIOZ guarantees a reasonable match to approved lab-dips but cannot guarantee an exact match to Pantone or any other external reference.
- Quantity Tolerance
All production orders are subject to an over/under quantity tolerance of up to five percent (5%). The Customer agrees to accept and pay for delivered quantities within this tolerance. For specialty knit, dyed, or small-batch items, a larger tolerance may apply and will be disclosed at time of quoting.
- Order Forfeiture
If no action is taken by the Customer (including approval of samples, provision of artwork, or issuance of balance payment instructions) within forty-five (45) days of order confirmation or deposit payment, DIOZ reserves the right to declare the order forfeited. In such event, all deposits and payments made shall be non-refundable and retained by DIOZ to offset incurred costs.
- Balance Payment, Warehousing & Late Payment
The balance payment for all orders is due in full upon completion of bulk production and prior to shipment, unless alternate credit terms have been agreed in writing. A grace period of seven (7) days from the date of the commercial invoice is allowed. Thereafter, a daily warehousing fee—calculated based on cargo dimensions and storage location—shall be added to the invoice. Goods shall not be released, shipped, or cleared until all outstanding amounts have been paid in full.
- Deposit & Refund Policy
Upon payment of the deposit, the order is considered active and DIOZ will allocate resources including design, fabric sourcing, trims, production slots, and labor. All deposits are non-refundable. If, under exceptional circumstances, a refund is approved at DIOZ’s sole discretion, the refund shall be reduced by all costs incurred by DIOZ relating to design, development, logistics, materials, labor, overhead, and time expended on the order.
- Pricing Adjustments
Quoted prices are valid during the development process but remain subject to adjustment prior to final confirmation due to fluctuations in raw material costs, freight and fuel surcharges, import duties, exchange rates, minimum-order quantities, or labor costs. Final pricing will be confirmed after sample approval; any variance will be reflected in the balance payment due prior to shipping.
- Shipping, Title & Risk of Loss
Unless otherwise agreed in writing, all shipments are made on FOB (port of origin) terms. Title and risk of loss pass to the Customer upon delivery of the goods to the first carrier. The Customer is solely responsible for import duties, taxes, customs clearance, destination port charges, inland freight, and any applicable tariffs in the destination country.
- Multi-Drop Shipments
If goods are shipped in multiple consignments at the Customer’s request, each shipment shall be treated as a separate transaction for invoicing and payment purposes. Additional shipping, clearance, handling, and documentation fees applicable to each drop will be charged to the Customer and added to the applicable invoice.
- Inspection & Quality Control
Customers may, at their own cost, arrange for a third-party quality inspection prior to shipment, provided such inspection is scheduled and completed without delaying the agreed shipping date. Failure to complete the inspection within the scheduled window shall not entitle the Customer to withhold payment or delay shipment.
- Force Majeure
DIOZ shall not be liable for any loss, damage, delay, non-performance, or destruction of goods or shipments caused by events beyond its reasonable control. Such events include, without limitation: natural disasters (earthquakes, floods, hurricanes, cyclones, tsunamis, lightning, storms); fires not caused by DIOZ’s negligence; acts of war, terrorism, or civil unrest; strikes, lockouts, or labor disputes; pandemics or public-health emergencies; governmental actions, sanctions, embargoes, or port closures; and incidents in transit including container fires, vessel casualties, piracy, or cargo damage in the custody of third-party carriers. In all matters within DIOZ’s reasonable control, DIOZ commits to fulfilling its obligations with diligence, care, and professionalism.
- Limitation of Liability
To the maximum extent permitted by law, DIOZ’s total aggregate liability arising out of or in connection with any order shall not exceed the total value of that specific order paid by the Customer to DIOZ. Under no circumstances shall DIOZ be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost business opportunities, reputational harm, or costs of substitute goods.
- Confidentiality
Each party agrees to keep confidential all non-public information, designs, tech packs, pricing, and business terms disclosed by the other party in the course of performing this Agreement. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, except as required by law or for the purpose of fulfilling the order.
- Marketing & Portfolio Rights
Unless the Customer expressly requests otherwise in writing, DIOZ reserves the right to photograph completed goods and reference the Customer’s brand (name and logo only, not confidential designs or artwork) in its portfolio, website, and marketing materials as examples of its work. This right shall not extend to any trademarked logos, artwork, or designs subject to a signed Non-Disclosure Agreement.
- Subcontracting
DIOZ reserves the right to subcontract any portion of the production, finishing, or logistics to qualified third-party factories or vendors, provided that DIOZ remains responsible for the quality and delivery of the final goods in accordance with this Agreement.
- Compliance with Laws
The Customer is solely responsible for ensuring that the ordered goods, their labeling, composition, and intended use comply with all applicable laws and regulations in the destination country, including labeling, safety, import, and consumer-protection laws. DIOZ shall not be liable for non-compliance arising from Customer-supplied specifications.
- Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which DIOZ Group International is registered, without regard to its conflict-of-laws principles. The parties shall endeavor to resolve any disputes amicably through good-faith negotiation. If unresolved within thirty (30) days, disputes shall be referred to binding arbitration under the rules of a recognized international arbitration body (e.g., ICC or SIAC), conducted in English, with the seat of arbitration as designated by DIOZ.
- Amendments & Entire Agreement
This Agreement, together with the applicable proforma invoice, approved sample/tech pack, and any written addenda signed by both parties, constitutes the entire agreement between the parties. No amendment, modification, or waiver shall be effective unless made in writing and signed by an authorized representative of DIOZ.
- Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.
- Notices & Communications
All formal notices, approvals, and communications under this Agreement shall be sent by email to the designated contacts of each party. Email correspondence from authorized representatives shall be deemed valid written communication for the purposes of approvals, confirmations, and notices.
ACKNOWLEDGEMENT
By placing a deposit, issuing a purchase order, or confirming an order with DIOZ Group, the Customer acknowledges that they have read, understood, and agreed to these Terms & Conditions in full.
